Tag Archives: Whistle blower

BOARD COMMITTEES IN COMPANIES ACT 2013


UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).

Delegation of Power is buzz word in this Companies Bill 2012. This delegation is not only from legislature to Executive but also from Board of Directors to its committees. Committees are not new to Indian Corporate Jurisprudence. Audit Committee was introduced in the present Companies Act, 1956 twelve years ago in year 2000. Schedule XII also has Remuneration committee.

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INDEPENDENT DIRECTORS IN COMPANIES ACT 2013


 (UPDATE: on 30th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013).

When I was reading Section 149 of the Companies Bill, 2012 for an earlier post “Appointment and Qualification of Director”, I have not discussed provisions related to independent director. As mentioned in that post every listed company shall have at least one-third of total number of directors as Independent directors. The central government may prescribe minimum number of independent directors in other class or classes of public companies. Independent director is a genre of directors and all law related to duties, vacation, resignation, removal will also be applicable to them also. do not forget; they are not key managerial personnel or officer in default.

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SHAREHOLDERS’ DUTY OF NOT TO ASK


I have a small piece in 109th edition of the e-Magazine from ICSI Mysore Chapter “Shareholders’ duty of to ask” I am thankful to my friends Ms. K  Sarina Chouta Harish and Mr. Dattatri H M who made great afforts for editorial inputs. Here is full piece:

We are living in an era of corporate governance but who is really interested in it! All efforts by the corporate governance are directed at bringing more transparency to the stakeholders for enabling their participation in decision-making process. If that be the case on one hand, on the other, the age-old concept of fiduciary relationship of board of directors, our law and law enforcement agencies render protection to the right of the board of directors to maintain complete secrecy of its decision-making. I am afraid; something is wrongly settled as law. There has to be a reality check…..

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ROLE OF COMPANY SECRETARIES IN PRACTICE UNDER COMPANIES Act, 2013


(UPDATE: on 30th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013). This post Updated Accordingly).

The Companies Law is one of the most important and comprehensive legislation after the Constitution of the Nation. This directly indirectly affects all citizens. This bill has 470 Sections and 7 Schedules.  This bill provides basis and flexible framework. The Bill has leaved so many matters for subordinate legislation; rules, regulation, circulars etc.

This is very clear this time that there are remarkable scope for professionals, practicing professionals particularly Company Secretaries in practice. We will know real position when all rules and regulations notified after passing and notification of present bill as an Act.

Presently we may discuss, role of Company Secretaries under Companies Bill, 2012 as it is the Companies Act, 2013.

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KEEP CONSCIENCE AWAKEN: BLOW WHISTLE


Law gives legal status to Company Secretary but not business feasibility for the appointment of a Company Secretary in employment of an organisation. Business feasibility could be measured in term of value addition to the organisation not legal addition to the organisation. The value addition may be in form of increased profitability, wealth creation or confidence building among its stakeholders. These stakeholders measure success not in financial terms but through confidence towards an organisation amongst them.

We have completed many stages; clerk, manager, general manager, decision maker, managerial personal, Key managerial personnel and next step the conscience keeper.  Every height we gain always stands on a solid foundation of a concrete mix customised for individual need. So we need to look into basic foundation of our profession. The litmus test to judge strength of basic foundation of any profession is not its education, crowd of its student, number of its members, this and that legal recognition, written ethical value codes and International codifications but confidence put by its real paymaster, the stakeholders.

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CSR : Company Secretarial Responsibility


In one programme on Corporate Social Responsibility organised by some Chamber, one renowned Company Secretary claim that Corporate Social Responsibilities are primary responsibility of a Company Secretary. Within no time, some other members negated this fresh liability with “we have enough” attitude.

The basis definition of CSR says “doing business responsibly”.

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Introducing: AishMGhrana Governance Professional


The Institute of Company Secretaries of India has its Continuing willingness to present itself as a world leader as professional body of Corporate Governance professionals. This is a welcome transformation of Company Secretary from a mere clerk to Corporate Governance professional. The ICSI said as a member of CSIA it will ask the World Trade Organization (WTO) to include corporate governance and related areas in its mode of business classification.

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